## Facts

- B. Lewis Productions, Inc. (BLP) and author Maya Angelou signed a written “letter agreement” describing a proposed joint venture to obtain licensing deals (including with greeting-card companies) using portions of Angelou’s literary works.
- The letter stated Angelou would “exclusively contribute original literary works (Property)” to the venture and that BLP would seek to exploit publishing rights in multiple media, including greeting cards and related paper products.
- The letter further stated Angelou would contribute works “on an exclusive basis” after “consultations with and mutual agreement” of Butch Lewis, who was identified as the managing partner of the venture.
- The letter provided that BLP would supply the necessary capital and set out a formula for dividing revenues.
- The letter did not state a duration for any exclusivity or the venture, but included the clause: “This Agreement shall be binding upon the parties until a more formal detailed agreement is signed.”
- After the letter was signed, BLP negotiated with Hallmark Cards, Inc. and obtained a proposed licensing agreement for use of Angelou’s works.
- Angelou later decided she did not want to work with BLP, did not sign the proposed Hallmark license presented by BLP, and told BLP the relationship was terminated.
- Angelou later entered into a separate licensing agreement with Hallmark without BLP’s participation.
- BLP sued Angelou for breach of contract and breach of the implied covenant of good faith and fair dealing, sued Hallmark for tortious interference with contract, and pleaded quantum meruit as an alternative basis for recovery for services allegedly provided to Angelou.

## Issues

1. Whether the letter agreement was sufficiently definite under New York law to create an enforceable contract granting BLP exclusive rights in connection with licensing Angelou’s works.
2. Whether a claim for breach of the implied covenant of good faith and fair dealing can proceed where the underlying contract claim fails.
3. Whether Hallmark can be liable for tortious interference with contract absent a valid, enforceable contract between BLP and Angelou.
4. Whether BLP may pursue quantum meruit for the reasonable value of services allegedly performed for Angelou even if no enforceable contract existed.

## Decision

- The court granted summary judgment against BLP on its breach of contract claim, holding the letter agreement was too indefinite to be enforced as a contract.
- The court granted summary judgment against BLP on its claim for breach of the implied covenant of good faith and fair dealing because that claim depended on the existence of a valid contract.
- The court granted summary judgment for Hallmark on BLP’s tortious-interference claim because the required element of a valid contract between BLP and Angelou was missing.
- The court denied summary judgment to the extent BLP sought recovery in quantum meruit, allowing that claim to proceed based on evidence that BLP performed services that may have benefitted Angelou.

## Legal Principles

- Under New York law, a contract may fail for indefiniteness when essential terms are left open or uncertain such that the parties’ obligations cannot be determined and enforced.
- A writing that contemplates a later “more formal detailed agreement” may be treated as nonbinding where it leaves material terms unresolved and shows that the parties did not reach a complete agreement.
- The implied covenant of good faith and fair dealing is a contract-based doctrine; without an enforceable contract, there is no separate claim for breach of the implied covenant.
- Tortious interference with contract requires, among other elements, the existence of a valid contract; if no enforceable contract exists, the claim fails as a matter of law.
- Quantum meruit may provide recovery where no enforceable contract exists if the plaintiff rendered services in good faith, the defendant accepted or benefitted from those services, the plaintiff reasonably expected compensation, and the value of the services is capable of proof.

## Conclusion

The court held that the parties’ letter agreement did not contain sufficiently definite essential terms to form an enforceable contract granting BLP exclusive rights, and it therefore dismissed BLP’s contract, implied-covenant, and related tortious-interference claims on summary judgment, while allowing BLP to continue pursuing compensation in quantum meruit for services allegedly performed for Angelou.


B. Lewis Productions, Inc. v. Angelou, 2005 WL 1138474 (2005)